Company Announcements

DGAP-WpÜG: Tender Offer; <DE0005428007>

Source: EQS


Target company: comdirect bank AG; Bidder: Commerzbank Inlandsbanken Holding GmbH

Dissemination of an announcement according to the German Securities Acquisition and Takeover Act (Wp&#220;G), transmitted by DGAP - a service of EQS Group AG. The bidder is solely responsible for the content of this announcement. ---------------------------------------------------------------------------

Announcement of the Decision to launch a Public Acquisition Offer (Erwerbsangebot) pursuant to Section 10 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und &#220;bernahmegesetz - &apos;Wp&#220;G&apos;)

Bidder:

Commerzbank Inlandsbanken Holding GmbH
Kaiserstra&#223;e 16
60311 Frankfurt am Main
Germany
registered in the commercial register of the local court (Amtsgericht) of
Frankfurt am Main under HRB 79749

Target:

comdirect bank Aktiengesellschaft
Pascalkehre 15
25451 Quickborn
Germany
registered in the commercial register of the local court (Amtsgericht) of
Pinneberg under HRB 4889

ISIN: DE0005428007 (WKN: 542800)

Today, Commerzbank Inlandsbanken Holding GmbH (the &apos;Bidder&apos;) decided to launch an acquisition offer to the shareholders of comdirect bank Aktiengesellschaft (&apos;comdirect&apos;) to acquire their bearer shares in comdirect with no par value, each representing a pro-rata amount of the share capital of EUR 1.00 (the &apos;comdirect Shares&apos;) against payment of a cash consideration of EUR 11.44 per comdirect Share (the &apos;Acquisition Offer&apos;).

The offer document (in the German language as well as in a non-binding English translation) as well as further information relating to the Acquisition Offer will be published on the internet at www.commerzbank- offer.com. Additionally, the publication of the offer document will be announced in the federal gazette (Bundesanzeiger).

Further Information:

The Bidder is a wholly owned subsidiary of COMMERZBANK Aktiengesellschaft with registered office at Frankfurt am Main. The Acquisition Offer will be subject to the completion condition of a minimum acceptance threshold of 90% (including the 82.31% of comdirect Shares already held by the Bidder). Apart from this, the Takeover Offer will be made on and subject to the terms and conditions to be set out in the offer document.

Important Notice:

This announcement is neither an offer to purchase nor a solicitation of an offer to sell comdirect Shares. The definite terms and conditions of the Acquisition Offer, as well as further provisions concerning the Acquisition Offer, will be published in the offer document only after the German Federal Financial Supervisory Authority has granted permission to publish the offer document. Investors and holders of shares in comdirect are strongly advised to read the offer document and all other relevant documents regarding the Acquisition Offer when they become available, since they will contain important information. The Bidder reserves the right, to the extent permissible under applicable law, to acquire, directly or indirectly, additional comdirect Shares outside of the Acquisition Offer on or off the stock exchange. To the extent such acquisitions occur, information about them will be published according to the applicable statutory provisions.

Frankfurt am Main, 26 September 2019

Commerzbank Inlandsbanken Holding GmbH

End of Wp&#220;G announcement

The 26.09.2019 DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de

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